Obesity is at epidemic proportions and costs US employers an estimated $78.5 billion annually;yet national data reveal that less than 25% of employers are offering disease management programs to address obesity. Effective weight loss programs are needed that are easily adaptable to busy work environments, maintain employee privacy, and keep employees engaged over time (to help avoid weight re-gain). In collaboration with the North Carolina Community College System, NC Blue Cross Blue Shield, and the State Teachers and Employee Medical Plan, the proposed five-year study will test two promising worksite-based weight loss interventions (Web-based Weight Loss Program and Incentive Payments) among 936 overweight/obese employees in 12 community college settings. After formative work to adapt these interventions for community college campus employees, we will rigorously test the interventions using a group-randomized, 2x2 factorial design: WEB (yes or no) and INCENTIVE PAYMENT (yes or no) with 234 employees per treatment arm. The primary outcome (weight loss) will be measured at baseline, 6, 12, and 18 months. Most secondary outcomes (weight loss behaviors, moderate-vigorous physical activity;total calories, percent body fat, fruit/vegetable intake, absenteeism, productivity, medical expenditures, and quality of life) will be assessed at baseline, 12 and 18 months. Objective diet (24 hr recalls) and physical activity (Actigraph) data will be collected at baseline and 18 months as well. Process tracking data will measure fidelity, dose delivered/received and acceptability/satisfaction. Extensive cost- and cost-effectiveness analysis, including return on investment, will be undertaken. If proven effective, this strong partnership model combined with powerful economic data offer a unique opportunity for intervention institutionalization and dissemination throughout the community college campus system.